Sell-Side M&A Transaction Lead

This role is for one of Weekday’s clients

Min Experience: 10+ years

Engagement Duration: 6–9 months
Location: Bengaluru / Mumbai
Work Mode: Hybrid
Engagement Type: Senior Advisory Mandate

About the Mandate

An NSE-listed Indian technology hardware company is planning to divest one of its business units to an identified global strategic acquirer, with commercial discussions already underway. We are seeking a senior, hands-on Sell-Side M&A Transaction Lead to take ownership of the transaction, lead negotiations, advise on deal structuring, and drive the process from term sheet through regulatory approvals and final closing.

The ideal candidate will have extensive experience in Indian M&A transactions, particularly sell-side mandates, business carve-outs, and divestitures involving listed companies. The role requires strong commercial judgment, in-depth knowledge of Indian securities regulations and transaction taxation, and the ability to coordinate legal, tax, valuation, and regulatory stakeholders within a defined budget.

Requirements

Key Responsibilities

• Lead transaction negotiations: Represent the seller in negotiations with the strategic acquirer on valuation, transaction structure, escrow arrangements, holdbacks, indemnities, transition services, management arrangements, and long-term commercial agreements.
• Advise on deal structuring: Evaluate business transfer, slump sale, demerger or scheme of arrangement, and share sale structures, balancing tax efficiency, execution complexity, and regulatory approval timelines.
• Manage professional advisors: Appoint and coordinate corporate tax advisors and transaction lawyers, ensuring efficient execution within a single, capped advisory budget.
• Drive regulatory compliance: Plan and manage the regulatory approval process, including applicable SEBI Listing Obligations and Disclosure Requirements (LODR), minority shareholder approvals for the sale of an undertaking, the SEBI Takeover Code where applicable, NCLT proceedings if required, FEMA/FDI requirements, and stock exchange filings.
• Prepare transaction documentation: Oversee board and shareholder materials, valuation reports, fairness opinions, transaction documentation, and the disclosure strategy.
• Manage transaction execution: Own the end-to-end transaction timeline, milestones, due diligence coordination, approval checklist, risk management, and closing process.
• Coordinate stakeholders: Work closely with the company's leadership, board, legal counsel, tax advisors, merchant bankers, and the acquirer's representatives to resolve transaction-related issues.
• Optimize commercial outcomes: Negotiate terms that protect the seller's interests while maximizing transaction value and managing post-closing obligations.

Required Qualifications and Experience

• 10+ years of M&A experience with a reputed investment bank, Big Four transaction advisory practice, or top-tier M&A advisory firm.
• Currently operating an independent boutique advisory firm or professional advisory practice.
• Personally led at least three sell-side, carve-out, or business-sale transactions in India within the last five years, preferably involving listed companies and foreign strategic buyers.
• Strong working knowledge of SEBI regulations, the Companies Act, schemes of arrangement, and transaction taxation, including slump sales, demergers, and capital gains.
• Established network of experienced corporate tax advisors and transaction lawyers who can support the mandate at competitive commercial terms.
• Access to a SEBI-registered merchant banker, either in-house or through an established partner.
• Demonstrated ability to lead complex transactions independently, manage senior stakeholders, and drive deals from negotiations through closing.
• No existing advisory relationship with large global IT asset disposition (ITAD) or IT asset lifecycle companies. A full conflict-of-interest check will be conducted after execution of an NDA.

Good-to-Have Skills and Experience

• Experience in electronics, IT hardware, supply chain, or IT asset disposition (ITAD).
• Experience structuring founder equity, management participation, or management incentive arrangements on the buy side.
• Prior experience with cross-border strategic acquisitions and regulatory approvals involving foreign buyers.
• Strong expertise in transaction valuation, negotiation strategy, and execution risk management.

Commercial Terms

• Total Budget: ₹1.5–2 crore, capped and inclusive of the advisor's fees, legal counsel, and tax advisory costs.
• Excluded Costs: Statutory fees, stamp duty, and registered valuer fees.
• Preferred Fee Structure: A modest retainer adjusted against a success fee payable upon transaction closing.
• Performance Incentive: Additional upside linked only to transaction value achieved above a mutually agreed base value.
• Payment Arrangement: The company will be the sole payer.
• Tail Period: Maximum of 12 months, restricted to the specifically identified acquirer.

Application Requirements

Interested candidates should submit a one-page note covering:

1. Comparable Transactions: Details of three relevant transactions personally led, including the candidate's role and references.
2. Deal Team: Identification of the key team members who will participate directly in negotiations and transaction execution.
3. Commercial Proposal: Proposed allocation of the overall budget across advisory fees, legal counsel, and tax advisory services.
4. Potential Conflicts: Disclosure of any existing or potential conflicts of interest.

Must-Have Skills

• Mergers and Acquisitions (M&A)
• Sell-Side M&A and Business Divestitures
• SEBI Regulations and Listed-Company Compliance
• Companies Act and Schemes of Arrangement
• Transaction Structuring and Tax Efficiency
• Deal Negotiation and Closing Management
• Advisor and Stakeholder Management